Promissory Note between The Enclaves Group, Inc. and Orinda Capital Partners, L.P. dated May 2005

 EXHIBIT 10.4 PROMISSORY NOTE Date: May ____, 2005 Borrower: The Enclaves Group, Inc., a Texas corporation Borrower's Mailing Address: 2550 E. Trinity Mills Road, Suite 122 Carrollton, Texas 75006 Lender: Orinda Capital Partners, L.P., a Texas limited partnership Lender's Mailing Address: 8235 Douglas Avenue Suite 650, LB-65 Dallas, Texas 75225 Principal Amount: Seven Hundred Eighty-Eight Thousand Seven Hundred Fifty and No/l00 Dollars ($788,750.00) Interest Rate: Ten Percent (10.0%) per annum Maturity Date: December 31, 2005 Interest Rate on Matured, Eighteen Percent (18%)per annum or the maximum Unpaid Amounts: lawful rate of interest, whichever is lesser Terms of Payment (principal and interest): On the Maturity Date, the entire unpaid principal balance plus accrued and unpaid interest hereon shall be due and payable in full. The principal on this Note may be prepaid at any time in whole or in part from time to time without premium or penalty. Security for Payment: This Note is secured by a Deed of Trust from Borrower to a Trustee for the benefit of Lender encumbering the property described therein. Borrower promises to pay to the order of Lender the Principal Amount plus interest at the Interest Rate. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance plus interest at the Interest Rate on Matured, Unpaid Amounts. If Borrower defaults in the payment of this Note or in the performance of any obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on this Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce this Note. These expenses will bear interest from the date of advance at the Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by this Note and will be secured by any security for payment.  Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. ENCLAVES GROUP, INC., a Texas corporation By: /s/ Daniel G. Hayes ------------------- Name: Daniel G. Hayes Title: President and CEO